HYCROFT MINING HOLDING CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

1. Company Overview

Hycroft Mining Holding Corporation and its subsidiaries (collectively, “Hycroft,” the “Company,” “we,” “us,” “our,” “it,” or “HYMC”) is a U.S.-based gold and silver company dedicated to the safe, environmentally responsible, and cost-effective exploration and development of the Hycroft Mine, located in the state of Nevada.

The Company restarted pre-commercial scale open pit mining operations at the Hycroft Mine during the second quarter of 2019 and discontinued mining operations in November 2021 as a result of the then-current and expected ongoing cost pressures for many of the reagents and consumables used at the Hycroft Mine and to further determine the most effective processing method for the sulfide ore. In July 2024, the Company disposed of previously scrapped carbon, which contained gold and silver from processing in prior years. As the Company does not currently have cost of sales due to its cessation of mining operations, these proceeds were recognized as a reduction to Mine site costs. In March 2023, the Company, along with its third-party consultants, completed and filed the Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada that included a mineral resource estimate utilizing a pressure oxidation process for transitional and sulfide mineralization and heap leaching process for oxide mineralization. The Company is prioritizing exploration drilling and data analysis, as well as advancing technical studies, conducting trade-off and alternative analyses to determine the optimal process flow sheet for processing sulfide ores and recovering gold and silver, maintaining the Hycroft Mine and exploring strategic initiatives.

On May 31, 2024, the Company replaced its at-the-market offering program with a new $100.0 million at-the-market public offering program (the “New ATM Program”). Through the New ATM Program, the Company sold 0 and 108,072 shares of common stock, generating gross proceeds ofnil and $0.3 million, during the three and six months ended June 30, 2025, respectively. As of June 30, 2025 and December 31, 2024, $97.5 million and $97.8 million, respectively, gross sales price of common stock remained available for issuance under the New ATM Program. The net proceeds from the New ATM Program have been, and are expected to be, used for general corporate purposes, which may include the repayment, refinancing, redemption, or repurchase of existing indebtedness, exploration, working capital, or capital expenditures and other investments. See Note 12 – Stockholders’ Equity for additional information.

On June 12, 2025, the Company announced a public offering (“the Offering”) of 12,500,000 Units of the Company at a public offering price of $3.50 per Unit. Each Unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a “2025 3-Year Warrant”). Each 2025 3-Year Warrant is exercisable to purchaseone share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months. The shares of common stock and warrants were issued separately but could only be purchased together in the Offering. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,875,000 Units (comprised of 1,875,000 additional shares of common stock and 937,500 additional warrants), shares of common stock, warrants, or any combination thereof, at the underwriters’ discretion, so long as the aggregate number of shares of common stock and warrants that may be issued under the option does not exceed 1,875,000 shares of common stock and 937,500 warrants. On June 12, 2025, the underwriters partially exercised their over-allotment option to purchase 937,500 2025 3-Year Warrants at a price of $0.02 per warrant.

The Offering closed on June 13, 2025, and the Company received net proceeds of $40.7 million, after deducting underwriting discounts but before deducting estimated expenses payable by it in connection with the Offering which are estimated to be $0.4 million (of which $0.1 million was paid as of June 30, 2025). The Company intends to use the net proceeds for further exploration, working capital and general corporate purposes.

2. Summary of Significant Accounting Policies

Basis of presentation

These Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, these Financial Statements do not include all information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2024 (the “2024 Audited Financial Statements”), filed as a part of the Company’s annual report on Form 10-K filed with the SEC on March 5, 2025. The Company continues to follow the accounting policies set forth in the 2024 Audited Financial Statements, with updates discussed below. In the opinion of management, the accompanying Financial Statements include all adjustments necessary for a fair presentation of the Company’s interim financial position, operating results, and cash flows for the periods presented.

Use of estimates

The preparation of the Financial Statements requires management to make estimates and assumptions that affect amounts reported in these Financial Statements and accompanying notes. The more significant areas requiring the use of management estimates and assumptions relate to the useful life of long-lived assets; future mining and processing plans; environmental reclamation and closure costs and timing; and estimates of fair value for long-lived assets, assets held-for-sale, and financial instruments. The Company bases its estimates on historical experience and other assumptions, including drilling and assay data that are believed to be reasonable at the time the estimate is made. Actual results may differ from amounts estimated in these Financial Statements, and such differences could be material. Accordingly, amounts presented in these Financial Statements may not be indicative of results that may be expected for future periods.

Reclassification of prior year presentation

Certain prior period amounts have been combined for consistency with the current year presentation. These line items were combined to simplify the financial statement presentation, enhancing clarity without altering the total amounts reported in the Financial Statements. The combination of line items had no effect on the reported results of operations, financial position, or cash flows, and did not affect the amounts previously reported in the 2024 Audited Financial Statements.

Impairment of long-lived assets

The Company’s long-lived assets consist of property, plant, and equipment. We review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include, but are not limited to, significant adverse changes to projected revenues, costs, or future operating plans or changes to federal and state regulations (with which we must comply) that may adversely impact our current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

Since the Company does not have mineral reserves on which to project revenues or cash flows from its operations in 2025 or beyond, to determine fair value, we utilize a market-based approach considering comparable sales transactions from the past five years and estimates of enterprise value. Based on the comparable sales transactions identified, we estimated a range of values for measured and indicated mineral resources per equivalent ounce of gold. Our estimates of future cash flows from the potential sale of our assets held-for-sale, which is a variable in the model, are based on numerous assumptions that are consistent with or reasonable in relation to transactions occurring in the market and the Company’s history with selling similar assets. Actual future cash flows may be significantly different than the estimates as each is subject to significant risks and uncertainties.

As of June 30, 2025, the Company completed its evaluation and determinedno impairment was necessary.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In March 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The amendments are considered to be codification improvements only and, therefore, are not expected to significantly affect current accounting practice. The ASU clarified guidance, simplified wording or structure of guidance, and implemented certain other minor improvements. This update became effective at the beginning of the Company’s 2024 fiscal year. The adoption of this standard did not have an impact on the Company’s Financial Statements and related disclosures.

3. Prepaids and Deposits

The following table provides the components of Prepaids and deposits (in thousands):

4. Equity Securities

The following table provides the components of Equity securities (in thousands):

(1)Equity securities, non-current are classified as such because they are restricted from sale within the next 12 months. On June 4, 2024, the Company sold certain assets for $3.6 million, consisting of $1.5 million in cash and $2.1 million in common shares of a publicly traded Canadian gold mining company (“Payment Shares”). For one year from June 4, 2024, the Company agreed not to sell, transfer, assign, or dispose of the Payment Shares without mutual written agreement from both parties. Startingone year after closing, the Company may sell up to 25% of the Payment Shares every three months, subject to certain conditions.

(2)The value of Equity securities was determined using the closing price on the last day of the period as quoted on the TSX Venture Exchange. See Note 8 – Fair Value Measurementsfor additional information.

During the three and six months ended June 30, 2025, the Company recorded an unrealized gain on equity securities of $0.4 million and $0.5 million as compared to an unrealized loss of $0.5 million for the same periods in 2024.

5. Property, Plant, and Equipment and Assets Held-For-Sale, Net

The following table provides the components of Property, plant, and equipment, net (in thousands):

During the three and six months ended June 30, 2025, depreciation and amortization expense related to Property, plant, and equipment, net was $0.5 million and $1.0 million, as compared to $0.6 million and $1.2 million for the same periods in 2024.

As of both June 30, 2025 and December 31, 2024, the Company’s assets-held-for-sale of $5.7 million consisted ofone semi-autogenous mill, one ball bill, andone water treatment system that are not in use. The Company is actively seeking buyers for its assets held-for-sale.

6. Restricted Cash

The following table provides the components of Restricted cash (in thousands):

As of June 30, 2025 and December 31, 2024, the Company had $30.0 million and $27.5 million, respectively, in cash collateral for surface management surety bonds, totaling $58.7 million. Of this total, $58.3 million secured the financial assurance requirements for the Hycroft Mine. The remaining portion is related to the financial assurance requirements for the adjacent water supply well field and exploration. Events or circumstances that would necessitate the guarantor’s performance include a deteriorating financial condition or a breach of contract. Periodically, the Company may need to provide collateral to support these instruments. When the specified requirements are met, the party holding the related instrument cancels and/or returns it to the issuing entity. The Company is confident that it currently complies with all relevant bonding obligations.

During the three and six months ended June 30, 2025, the Company earned $0.3 million and $0.5 million, respectively, of Interest income on a portion of its cash collateral. During the three and six months ended June 30, 2024, the Company earned $0.3 million and $0.6 million, respectively, of Interest income on a portion of its cash collateral. Interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned.

7. Accounts Payable, Accrued Expenses, and Other Liabilities

The following table summarizes the components of Accounts payable, accrued expenses, and other liabilities (in thousands):

8. Fair Value Measurements

Recurring fair value measurements

The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):

(1) The value of equity securities was determined using the closing price of the publicly traded Canadian gold mining company on the last day of the period as quoted on the TSX Venture Exchange. See Note 4 – Equity Securitiesfor additional information.

(2) The value of certain warrants to purchase shares of the Company’s common stock that were issued to the special purpose acquisition company sponsor and/or underwriter in a private placement and/or pursuant to a forward purchase contract (collectively, “5-Year Private Warrants”) as of June 30, 2025 was nil due to the expiration of the warrants on May 29, 2025. See Note 11 – Warrant Liabilitiesfor additional information on the fair value of the Company’s liability classified warrants.

Items disclosed at fair value

The Sprott Credit Agreement and the 10% senior secured notes (collectively, the “Subordinated Notes”) are privately held, and, as such, there is no public market or trading information available for such debt instruments. As of June 30, 2025 and December 31, 2024, the estimated fair value of the Company’s debt instruments was $110.5 million and $108.0 million, respectively, compared to the carrying value of $131.0 million and $125.0 million, respectively. The estimated fair value of the principal of the Company’s debt instruments, including capitalized interest, was determined using a market approach in which pricing information for publicly traded, non-convertible debt instruments with speculative ratings was analyzed to derive a mean trading multiple to apply to the June 30, 2025 and December 31, 2024 balances.

9. Debt, Net

The following table summarizes the components of Debt, net (in thousands):

The following table summarizes the Company’s contractual payments of Debt, net, including current maturities, for the five years subsequent to June 30, 2025 (in thousands):

Interest expense

The following table summarizes the components of recorded Interest expense(in thousands):

(1)The Sprott Credit Agreement bears interest monthly at a floating rate of the Secured Overnight Financing Rate plus 0.26% adjustment plus 6.00%. The current effective interest rate at June 30, 2025 was 18.08%, including amortization.

(2)The Subordinated Notes bear interest at 10.00% per annum (non-cash), payable in-kind on a quarterly basis.

(3)The effective interest rate for the amortization of the discount and issuance costs, as of June 30, 2025, was 2.37%.

Debt covenants

The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.

As of June 30, 2025, the Company was in compliance with all financial covenants under its debt agreements.

10. Asset Retirement Obligation

The following table summarizes changes in the Company’s Asset retirement obligation (in thousands):

During the six months ended June 30, 2025 and 2024, the Company recognized an Asset retirement obligation adjustment in accordance with the change in estimate ofnil and $4.0 million, respectively.

The Company does not have mineral reserves, and accordingly, all related costs are expensed until mineral reserves are established.

11. Warrant Liabilities

5-Year Private Warrants

During the six months ended June 30, 2025,34,289,898 warrants expired unexercised on May 29, 2025. These 5-year public warrants were initially issued in 2020 with an exercise price of $11.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. Of these expired warrants,33,619,298 warrants were reported in the Company’s equity section and the remaining 670,600 warrants were classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet. The expiration of the equity warrants and the warrant liability had no material impact on the Company’s Financial Statements.

The following tables summarize the Company’s 5-Year Private Warrants(1) (in thousands, except warrant amounts):

(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with ASU Topic 815-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants. See Note 8 – Fair Value Measurements for additional information on the fair value of the Company’s liability classified warrants.

12. Stockholders’ Equity

Equity offering

On June 12, 2025, the Company announced the Offering of 12,500,000 Units of the Company at a public offering price of $3.50 per Unit. Each Unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a 2025 3-Year Warrant). Each 2025 3-Year Warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months. The shares of common stock and warrants were issued separately but could only be purchased together in the Offering. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,875,000 Units (comprised of 1,875,000 additional shares of common stock and 937,500 additional warrants), shares of common stock, warrants, or any combination thereof, at the underwriters’ discretion, so long as the aggregate number of shares of common stock and warrants that may be issued under the option does not exceed 1,875,000 shares of common stock and 937,500 warrants. On June 12, 2025, the underwriters exercised their over-allotment option to purchase 937,500 of the 2025 3-Year Warrants.

The Offering closed on June 13, 2025, and the Company received net proceeds of $40.7 million, after deducting underwriting discounts but before deducting estimated expenses payable by it in connection with the Offering which are estimated to be $0.4 million (of which $0.1 million was paid as of June 30, 2025). The Company intends to use the net proceeds for further exploration, working capital and general corporate purposes.

New ATM Program

•During the six months ended June 30, 2025, the Company sold 108,072 shares of common stock for gross proceeds of $0.3 million.

•As of June 30, 2025 and December 31, 2024, $97.5 million and $97.8 million, gross sales price of common stock was available for issuance under the New ATM Program, respectively.

Equity Classified Warrants

The following tables summarize the Company’s outstanding equity classified warrants included in Additional paid-in capital(in thousands, except warrant amounts):

(1) During the six months ended June 30, 2025,34,289,898 warrants expired unexercised on May 29, 2025. Of these expired warrants,33,619,298 warrants were reported in the Company’s equity section.

The following table summarizes additional information on the Company’s outstanding warrants as of June 30, 2025:

13. Stock-Based Compensation

HYMC 2020 Performance and Incentive Pay Plan (“PIPP”)

As of June 30, 2025, all awards granted under the PIPP were in the form of restricted stock units (“RSUs”) to employees and directors of the Company. As of June 30, 2025, there were 490,281 shares available for issuance under the PIPP.

The following table summarizes the Company’s unvested and outstanding share awards under the PIPP:

14. Income Taxes

The Company’s anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which its income is subject to income tax and permanent differences between the financial statement carrying amounts and tax basis of assets and liabilities. Deferredtax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company incurrednil net income tax expense or benefit for the six months ended June 30, 2025 and 2024. The effective tax rate for the both the six months ended June 30, 2025 and 2024 wasnil. The effective tax rate differed from the statutory rate during each period primarily due to changes in the valuation allowance established to offset net deferred tax assets.

15. Loss Per Share

The table below summarizes the Company’s basic and diluted loss per share calculations (in thousands, except share and per share amounts):

Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period.

Due to the Company’s net loss during the six months ended June 30, 2025 and 2024, there was no dilutive effect of common stock equivalents because the effects of such would have been anti-dilutive. The following table summarizes the shares excluded from the weighted average number of shares of common stock outstanding, as the impact would be anti-dilutive (in thousands):

16. Segment Information

In accordance with ASC Topic 280, Segment Reporting, the Company has determined that it operates as a single reportable segment. Since the Company discontinued mining operations in November 2021 and has focused on Exploration, the Company’s operations are limited and managed by one chief operating decision-maker (“CODM”). The CODM, who has been identified as the Chief Executive Officer, is responsible for all decisions regarding resource allocation and performance evaluation, which are made on a consolidated basis. Therefore, the Company has concluded that it hasone operating and reportable segment, and no additional segment disclosures are required at this time.

17. Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

18. Commitments and Contingencies

Legal proceedings

The Company has been named as a defendant infour pro se individual and/or putative class/derivative actions in the Delaware Chancery Court that assert claims for, inter alia, breach of contract, declaratory judgment, equitable fraud and fiduciary breaches (againsttwo company officers) arising from or relating to Warrants and/or shares purportedly held by the plaintiffs. In various forms, they allege that the Company or its predecessor entities breached the Warrant Agreement, dated October 22, 2015, and/or related Amendment Agreement, dated February 26, 2020. Among other things, the plaintiffs allege, by or on behalf of Warrant holders, that the Company or its predecessor(s) breached these agreements by failing to make proper “Mechanical Adjustments” to the Warrants upon the occurrence of certain business transactions and events, including the Recapitalization Transaction. On July 9, 2024, the Delaware Court issued a letter opinion addressing the Company’s motion to disqualify the plaintiffs from bringingpro se class/derivative actions. Pursuant to that order, one of thefour lawsuits (an individual action) has been discontinued. Also, the Delaware Court held thattwo of the plaintiffs are inadequate class representatives (and cannot pursuepro se derivative claims), but they can proceed with their individual claims if they so choose. The third plaintiff has retained counsel and is pursuing his class action. All parties are currently awaiting further direction from the Delaware Court before moving to the next phase of motions, which will seek to dismiss the remaining actions.

The Company expenses legal fees and other costs associated with legal proceedings as incurred. The Company assessed, in conjunction with its legal counsel, the need to record a liability related to the Complaint and determined that a loss was not probable nor reasonably estimable. Litigation accruals are recorded when, and if, it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. No losses have been recorded during the six months ended June 30, 2025 and 2024, with respect to litigation or loss contingencies.

Insurance

The Company has deductible-based insurance policies for certain losses related to general liability, workers’ compensation, and automobile coverage. The Company records accruals for contingencies related to its insurance policies when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using historical loss development factors and actuarial assumptions followed in the insurance industry.

Financial commitments and contingencies not recorded in the Financial Statements

As of June 30, 2025 and December 31, 2024, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement and a net profit royalty arrangement.

Crofoot Royalty

A portion of the Hycroft Mine is subject to a payment of 4% net profit royalty to the previous owner of certain patented and unpatented mining claims, the (“Crofoot Royalty”). The mining lease also requires an annual advance payment of $0.1 million every year mining occurs on the leased claims. All advance annual payments are credited against the future payments due under the 4% net profit royalty. An additional payment of $0.1 million is required for each year the total tons mined on the leased claims exceeds 5.0 million tons. As the Company ceased mining operations in November 2021, the Company was not required to pay the annual advance payment of $0.1 million in 2025 or 2024. The total payments due under the mining lease are capped at $7.6 million, and as of both June 30, 2025 and December 31, 2024, the Company has paid $3.3 million, including $0.6 million of advanced annual payments. See Note 3 – Prepaids and Deposits for additional information.

Sprott Royalty

Pursuant to the Royalty Agreement with Sprott Private Resource Lending II (CO) Inc. in which the Company received cash consideration in the amount of $30.0 million, the Company granted a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine, payable monthly (“Sprott Royalty Agreement”). The royalty is accounted for as a deferred gain liability. Net smelter returns for any given month are calculated as Monthly Production multiplied by the Monthly Average Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to the payee free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement.

At June 30, 2025 and December 31, 2024, the estimated net present value of the Sprott Royalty Agreement was $146.7 million. The net present value of the Sprott Royalty Agreement was modeled using the following level 3 inputs: (i) market consensus inputs for future gold and silver prices; (ii) a precious metals industry consensus discount rate of 5.0%; and (iii) estimates of the Hycroft Mine’s life-of-mine gold and silver production volumes and timing.

19. Related Party Transactions

As of June 30, 2025, American Multi-Cinema, Inc. (“AMC”) was classified as a related party because a representative from AMC serves on the Company’s Board of Directors. During the six months ended June 30, 2025 and 2024, the Company paid $0.04 million and $0.04 million, respectively, in director fees for AMC’s board representative. As of June 30, 2025 and 2024, AMC, through its director representative, was entitled to receive shares of common stock of 11,981 and 12,393, respectively, upon the future vesting of RSUs.

20. Subsequent Events

Subsequent to June 30, 2025, on July 11, 2025, the Underwriters partially exercised their over-allotment option to purchase 1,875,000 shares of common stock. The Underwriters purchased 1,324,117 shares of common stock of the additional 1,875,000 shares. The Company received net proceeds of $4.3 million, after deducting underwriting discounts.